R. Aron English - Aug 2, 2024 Form 4 Insider Report for DIRTT ENVIRONMENTAL SOLUTIONS LTD (DRTT)

Signature
/s/ Aron R. English
Stock symbol
DRTT
Transactions as of
Aug 2, 2024
Transactions value $
-$32,553,000
Form type
4
Date filed
8/5/2024, 08:08 PM
Previous filing
Jul 19, 2024
Next filing
Sep 11, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DRTT 6.00% Convertible Unsecured Debentures due January 2026 Sale -$18.9M 0 Aug 2, 2024 Common Shares 4.07M $4.65 By: 22NW Fund, LP F1, F2, F3, F4, F5
transaction DRTT 6.25% Convertible Unsecured Debentures due December 2026 Sale -$13.6M 0 Aug 2, 2024 Common Shares 3.25M $4.20 By: 22NW Fund, LP F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Canadian dollars (C$).
F2 The 6.00% Convertible Unsecured Debentures due January 2026 and the 6.25% Convertible Unsecured Debentures due December 2026 are convertible as of the date hereof and were convertible commencing from the date of their original issuance.
F3 This Form 4 is filed jointly by 22NW Fund, LP ("22NW Fund"), 22NW, LP ("22NW"), 22NW Fund GP, LLC ("22NW GP"), 22NW GP, Inc. ("22NW Inc.") and Aron R. English (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Shares. Mr. English is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F4 Securities owned directly by 22NW Fund. As the investment manager to 22NW Fund, 22NW may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW Fund, 22NW GP may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW, 22NW Inc. may be deemed to beneficially own the securities owned directly by 22NW Fund. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the securities owned directly by 22NW Fund.
F5 On August 2, 2024, 22NW Fund and the Issuer entered into a convertible debenture repurchase agreement (the "Repurchase Agreement"). Pursuant to the Repurchase Agreement, the Issuer has purchased from 22NW Fund for cancellation an aggregate of (i) C$18,915,000 principal amount of the Issuer's outstanding 6.00% convertible debentures due January 31, 2026 (the "January Debentures") at a purchase price of C$684.58 per C$1,000 principal amount of January Debentures and (ii) C$13,638,000 principal amount of the Issuer's outstanding 6.25% convertible debentures due December 31, 2026 (the "December Debentures" and together with the January Debentures, the "Debentures") at a purchase price of C$665.64 per C$1,000 principal amount of December Debentures, for an aggregate purchase price of C$22,104,591.45, inclusive of a cash payment for all accrued and unpaid interest up to, but excluding, the date of purchase of the Debentures.